Terms of Service
These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Merchant,” “you,” or “your”) and Sorae (“Sorae,” “we,” “our,” or “us”) governing your access to and use of the Sorae referral and affiliate marketing platform, including the Shopify application, merchant workspace, affiliate portal, and all related APIs, services, and documentation (collectively, the “Services”).
By installing the Sorae Shopify application, creating an account, or accessing the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity and “you” refers to that entity.
1. Eligibility
You must be a legally registered business — or an individual authorised to enter binding contracts on behalf of a business — and an approved Shopify merchant to access the Services. You must be at least 18 years of age. Sorae reserves the right to verify eligibility at any time and to refuse or revoke access at its discretion.
2. Services Description
Sorae provides:
- Referral campaign management — tools to create, configure, and manage referral and affiliate marketing campaigns
- Affiliate attribution — link-based tracking that attributes inbound traffic and conversions to specific affiliates via unique share codes
- Reward automation — automated issuance of discount codes and other rewards to qualifying referrers upon verified conversion events
- Analytics and reporting — dashboards showing funnel performance, conversion rates, affiliate earnings, and reward status
- Shopify theme integration — an embeddable Liquid block that renders affiliate-personalised landing pages within your Shopify storefront
Sorae reserves the right to modify, add, suspend, or discontinue any feature of the Services at any time with reasonable prior notice.
3. Account Registration and Security
You must provide accurate, current, and complete information when registering an account and must keep that information up to date. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account, whether or not authorised.
You must notify Sorae immediately at [email protected] if you suspect any unauthorised access to or use of your account. Sorae will not be liable for losses resulting from unauthorised use of your account where such use results from your failure to maintain adequate credential security.
4. Subscription and Billing
4.1 Plans
Sorae offers subscription plans as described on the pricing page at sorae.io/pricing. Billing is managed through Shopify’s billing API. By installing the App and initiating a subscription, you authorise Shopify to charge the applicable fees to your Shopify account in accordance with your selected plan.
4.2 Free Trials
Where a free trial is offered, your subscription will automatically convert to a paid plan at the end of the trial period unless you cancel before the trial expires. No charge will be made during the trial.
4.3 Price Changes
Sorae may modify subscription pricing upon 30 days’ prior written notice delivered via email or in-app notification. Continued use of the Services after the effective date of a price change constitutes your agreement to the new pricing.
4.4 Refunds
All fees are non-refundable except as required by applicable law or as expressly stated in these Terms. Sorae does not provide prorated refunds for unused time within a billing cycle.
4.5 Taxes
You are responsible for all applicable taxes, duties, and similar governmental charges associated with your subscription, excluding taxes assessed on Sorae’s net income.
5. Merchant Responsibilities
You agree to:
- Comply with applicable law. Use the Services in compliance with all applicable local, national, and international laws, including consumer protection, privacy (GDPR, CCPA, CASL, and equivalent frameworks), anti-spam, and marketing regulations.
- Maintain lawful marketing practices. Obtain all necessary consents before sending referral invitations, affiliate communications, or promotional messages to consumers or prospective referrers.
- Configure accurate reward terms. Ensure that discount values, reward conditions, and campaign terms presented to consumers and affiliates are accurate, clearly disclosed, and fulfilled as advertised.
- Keep account information current. Maintain up-to-date billing, support, and legal contact information in your Sorae account.
- Comply with Shopify’s policies. Adhere to all applicable Shopify Partner Program terms, API usage policies, and Shopify Merchant Terms of Service.
- Protect consumer data. Handle any consumer personal data surfaced through Sorae in accordance with your own privacy policy and applicable data protection law. You are the data controller for consumer personal data and are responsible for having a lawful basis to process it.
6. Acceptable Use
You may not use the Services to:
- Violate any applicable law or regulation
- Conduct fraudulent referral schemes, generate artificial clicks or conversions, or manipulate attribution data in any way
- Reverse engineer, decompile, disassemble, or attempt to extract source code from the Services
- Send unsolicited commercial messages, spam, or other prohibited communications
- Upload or transmit malicious code, viruses, or any harmful or disruptive content
- Circumvent, disable, or interfere with rate limits, authentication mechanisms, or other technical access controls
- Resell, sublicense, or white-label the Services without Sorae’s prior written consent
- Infringe or misappropriate the intellectual property rights of Sorae or any third party
- Use the Services in any manner that could damage, disable, overburden, or impair Sorae’s infrastructure
Sorae may suspend or terminate your account immediately and without notice if you engage in any prohibited activity.
7. Intellectual Property
Sorae IP
The Services — including all software, algorithms, interfaces, branding, trademarks, and documentation — are owned by Sorae and protected by intellectual property law. These Terms do not grant you any ownership interest in the Services. All rights not expressly granted are reserved.
Your Content
You retain ownership of all campaign content, creative assets, and data you submit to the Services (“Merchant Content”). You grant Sorae a limited, worldwide, non-exclusive, royalty-free licence to use, reproduce, and display Merchant Content solely to the extent necessary to provide and improve the Services.
Feedback
If you provide suggestions, feedback, or ideas regarding the Services, Sorae may use that feedback without restriction or compensation to you. You waive any moral rights in such feedback to the extent permitted by law.
8. Data Processing
8.1 Privacy Policy
Sorae’s collection and use of personal data is governed by the Sorae Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you agree to the Privacy Policy.
8.2 Merchant as Controller
You are the data controller for consumer personal data accessed through the Shopify API. You are responsible for ensuring you have a lawful basis to share that data with Sorae for processing and for providing consumers with appropriate privacy notices.
8.3 Sorae as Processor
With respect to consumer personal data, Sorae acts as a data processor and processes data solely to provide the referral attribution and reward services described in these Terms and in accordance with your instructions. You must not instruct Sorae to process consumer data in a manner inconsistent with applicable data protection law.
8.4 Shopify GDPR Compliance
Sorae complies with Shopify’s mandatory GDPR webhook requirements, including customers/data_request, customers/redact, and shop/redact. Details are set out in the Privacy Policy.
9. Third-Party Services
The Services integrate with the Shopify platform and may integrate with other third-party services. Your use of any third-party service is subject to that third party’s own terms and policies. Sorae is not responsible for the availability, accuracy, content, or practices of any third-party service.
10. Service Availability and Support
Sorae will use commercially reasonable efforts to maintain Service availability. However, Sorae does not guarantee uninterrupted or error-free access. Scheduled maintenance, emergency security patches, and events outside Sorae’s reasonable control — including Shopify platform outages, internet disruptions, and force majeure events — may result in temporary unavailability.
Help is provided by email at [email protected]. Response times vary by subscription plan.
11. Disclaimer of Warranties
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SORAE DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SORAE’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO SORAE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) ONE HUNDRED US DOLLARS (USD $100).
IN NO EVENT SHALL SORAE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES — INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, LOSS OF DATA, OR BUSINESS INTERRUPTION — EVEN IF SORAE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY OF LIABILITY.
Some jurisdictions do not allow the exclusion or limitation of certain types of damages. In those jurisdictions, Sorae’s liability is limited to the greatest extent permitted by applicable law.
13. Indemnification
You agree to indemnify, defend, and hold harmless Sorae and its officers, directors, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Services; (b) your Merchant Content; (c) your violation of these Terms or of any applicable law or regulation; (d) your referral campaigns, affiliate relationships, or reward programs; or (e) any dispute between you and a consumer or affiliate.
14. Term and Termination
14.1 Term
These Terms commence when you first access the Services and continue in effect until terminated by either party.
14.2 Termination by You
You may terminate your subscription at any time by uninstalling the App from your Shopify store through the Shopify admin. Termination of a paid subscription takes effect at the end of the current billing cycle. You will retain access to the Services through the end of the paid period.
14.3 Termination by Sorae
Sorae may suspend or terminate your account immediately upon notice if you breach these Terms, engage in prohibited conduct, or if required by applicable law or Shopify’s partner policies. Sorae may also discontinue the Services generally upon 30 days’ prior written notice.
14.4 Effect of Termination
Upon termination, your right to access and use the Services will immediately cease. Data deletion will occur in accordance with the Sorae Privacy Policy. The following sections survive termination: Sections 7, 11, 12, 13, 15, and 16.
15. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-law principles.
Informal Resolution
Before initiating any formal proceedings, you agree to contact Sorae at [email protected] and attempt to resolve the dispute informally for a period of at least 30 days from the date of your notice.
Binding Arbitration
Any dispute, controversy, or claim that is not resolved informally shall be finally settled by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures, conducted in English. The arbitration will be conducted on an individual basis only; class arbitrations, class actions, and representative proceedings are not permitted to the maximum extent permitted by law.
Exception
Either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.
16. General Provisions
16.1 Entire Agreement
These Terms, together with the Privacy Policy and any applicable Order Forms or supplemental terms, constitute the entire agreement between you and Sorae regarding the Services and supersede all prior or contemporaneous agreements, representations, and understandings.
16.2 Modifications
Sorae may modify these Terms at any time. We will provide at least 14 days’ prior notice of material changes via email or in-app notification. Continued use of the Services after the effective date of updated Terms constitutes your acceptance of the changes.
16.3 Waiver
Sorae’s failure to enforce any provision of these Terms does not constitute a waiver of its right to enforce that provision at any time in the future.
16.4 Severability
If any provision of these Terms is found by a court of competent jurisdiction to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.
16.5 Assignment
You may not assign or transfer these Terms, your account, or any rights under these Terms without Sorae’s prior written consent. Sorae may freely assign these Terms in connection with a merger, acquisition, sale of assets, or operation of law.
16.6 Force Majeure
Sorae will not be liable for any delay or failure to perform obligations under these Terms arising from causes beyond Sorae’s reasonable control, including internet or telecommunications failures, natural disasters, governmental actions, or third-party platform outages.
16.7 No Third-Party Beneficiaries
These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you and Sorae.
17. Contact
For legal inquiries, contact us at [email protected].
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